Conversion and Cancellation of Shares in the Merger Sample Clauses

Conversion and Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of Company Common Stock, the common stock of Merger Sub: (a) other than shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b) (the “Excluded Shares”), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into, and shall thereafter represent only, the right to receive, 0.396 (the “Exchange Ratio”) Parent ADSs (the “Merger Consideration”), subject to Section 2.08 with respect to fractional Parent ADSs, and immediately following such conversion, shall be automatically cancelled and cease to exist (the “Cancellation”); (b) (i) each share of Company Common Stock held by the Company as treasury stock or owned by Parent or Merger Sub immediately prior to the Effective Time (other than any such shares owned by Parent or Merger Sub in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account) shall be cancelled and shall cease to exist, and no consideration shall be paid with respect thereto and (ii) each share of Company Common Stock held by any wholly owned Subsidiary of either the Company or Parent (other than Merger Sub) immediately prior to the Effective Time shall be converted into a number of validly issued, fully paid and nonassessable Parent ADSs equal to the Exchange Ratio; (c) each share of common stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation; and (d) all outstanding shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (i) each share of Company Common Stock that was, immediately prior to the Effective Time, represented by a certificate (each, a “Certificate”) and (ii) each uncertificated share of Company Common Stock that, immediately prior to the Effective Time, was registered to a holder on the stock transfer books of the Company (an “Uncertificated Share”) shall (in each case, other than with respect to Excluded Shares) thereafter represent only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to Section...
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Conversion and Cancellation of Shares in the Merger. As of the Effective Time, by virtue of the Merger and without any action on the part of Consolidated Capital, Consolidated Acquisition, Angeles Acquisition or the holder of any shares of Consolidated Acquisition or Angeles Acquisition: (a) CAPITAL STOCK OF CONSOLIDATED ACQUISITION. Each issued and outstanding share of the capital stock of Consolidated Acquisition shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $.01, of the Surviving Corporation. (b) CAPITAL STOCK OF ANGELES ACQUISITION. Each issued and outstanding share of the capital stock of Angeles Acquisition shall be converted into the right to receive 86,380.03 shares of Common Stock, par value $.0001 per share, of Consolidated Capital (the "Merger Shares") with the result that after the Effective Time, Angeles Acquisition will become a wholly owned subsidiary of Consolidated Capital and Angeles Metal Trim will be a wholly owned subsidiary of Angeles Acquisition. All such converted shares of Angeles Acquisition shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares.
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Conversion and Cancellation of Shares in the Merger. At the Effective Time and as a result of the Merger, automatically and without further act of FDEF, First Federal, Interim, Genoa, or the holders of Interim or Genoa shares, the following shall occur: (a) All of the outstanding common shares of Genoa as the Surviving Corporation shall be owned by FDEF. (b) Each certificate for Genoa common shares held by the shareholders of Genoa immediately prior to the Merger and formerly representing ownership of such Genoa common shares, shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to adjustment as provided in Section 2.01(e) hereof and upon compliance with Section 2.02 of this Agreement, to receive from FDEF $30.22 in cash (the "Per Share Consideration"); and each option to acquire Genoa common shares (the "Genoa Options") shall be cancelled and converted into the right to receive cash as set forth in Section 2.10 herein. (c) The issued and outstanding common shares of Interim before the Effective Time shall be cancelled. (d) The issued and outstanding common shares of First Federal and FDEF before the Effective Time shall remain issued and outstanding after the Effective Time and shall be unaffected by the Merger. (e) For purposes of this Section 2.01, the term "Closing Equity" shall mean Genoa's shareholders' equity as calculated in accordance with United States generally accepted accounting principles ("GAAP") on the Closing Date, exclusive of (i) termination expenses for data processing contracts and employment contracts or change of control agreements and investment banking, legal and accounting expenses recognized by Genoa in connection with the Merger, (ii) reserves, accruals and charges taken or established by Genoa at the request of FDEF in accordance with Section 6.03 of this Agreement, (iii) net unrealized gains or losses on Genoa's securities portfolio, and (iv) any accounting changes requested by FDEF pursuant to Section 6.03 hereof (the "Equity Adjustments"). The term
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Conversion and Cancellation of Shares in the Merger. As of the Effective Time, by virtue of the Merger and without any action on the part of Plus Solutions, PLSO Acquisition, ATSI or the holder of any shares of PLSO Acquisition or ATSI, the following shall occur: (a) CAPITAL STOCK OF PLSO ACQUISITION. Each issued and outstanding share of the capital stock of PLSO Acquisition shall be converted into and become one fully paid and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.
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Conversion and Cancellation of Shares in the Merger. At the EFFECTIVE TIME and as a result of the MERGER, automatically and without further act of CBI, CCB, INTERIM, CUSTAR, or the holders of INTERIM or CUSTAR shares, the following shall occur: (a) Each CUSTAR common share shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from CBI $74.10 in cash (the "PER SHARE PURCHASE PRICE"); (b) The issued and outstanding common shares of INTERIM before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME and shall be and constitute the issued and outstanding shares of SURVIVING CORPORATION; and (c) The issued and outstanding common shares of CCB and CBI before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME and shall be unaffected by the MERGER.
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Conversion and Cancellation of Shares in the Merger. At the EFFECTIVE TIME and as a result of the MERGER, automatically and without further act of BHC, CHOICE, or the holders of BHC shares or CHOICE shares, the following shall occur: (a) Each CHOICE common share shall be converted, subject to and upon compliance with Section 2.02 of this AGREEMENT, into the right to receive cash from BHC in the amount of $27.50 (hereinafter referred to as the “CONSIDERATION”) and immediately thereafter cancelled and extinguished; (b) The issued and outstanding common shares of MERGERCO before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME and shall be and constitute the issued and outstanding shares of the SURVIVING CORPORATION; and (c) The issued and outstanding common shares of BHC before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME.
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Conversion and Cancellation of Shares in the Merger. As of the Effective Time, by virtue of the Merger and without any action on the part of Sound Designs, SD Acquisition, Plus or the holder of any shares of SD Acquisition or Plus: (a) CAPITAL STOCK OF SD ACQUISITION. Each issued and outstanding share of the capital stock of SD Acquisition shall be converted into and become one fully paid and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.
Sample 1
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Conversion and Cancellation of Shares in the Merger. At the EFFECTIVE TIME and as a result of the MERGER, automatically and without further act of WFC, WSL, BMF, or the holders of WFC shares or BMF shares, the following shall occur: (a) Each BMF common share shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive 3.35 common shares of WFC (hereinafter referred to as the "EXCHANGE RATE"); provided, however, that in the event of the payment by WFC of any stock dividends, stock splits or distributions in, or combinations or subdivisions of, WFC common shares between the date of this AGREEMENT and the EFFECTIVE TIME, the EXCHANGE RATE shall be adjusted appropriately; (b) The issued and outstanding common shares of WSL before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME and shall be and constitute the issued and outstanding shares of SURVIVING CORPORATION; and (c) The issued and outstanding common shares of WFC before the EFFECTIVE TIME shall remain issued and outstanding after the EFFECTIVE TIME.
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Conversion and Cancellation of Shares in the Merger 
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Related to Conversion and Cancellation of Shares in the Merger

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Conversion of Shares (a) At the Effective Time, each share of Company Common Stock (individually a “Share” and collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares held in the Company’s treasury or by any of the Company’s subsidiaries) shall, by virtue of the Merger and without any action on the part of AREP Oil & Gas, IPO Co., the Company or the holder thereof, be converted into the right to receive that fraction of a fully-paid and non-assessable share of common stock, par value $.01 per share, of IPO Co. (“IPO Co. Common Stock”) equal to the Exchange Ratio (as defined below) (the “Merger Consideration”). (b) The “Exchange Ratio” shall be determined by multiplying 0.00000008936 [i.e., 1 / 11,190,650 (the number of outstanding Shares)] by the Share Amount (as hereafter defined). The “Share Amount” shall mean that number of shares of IPO Co. Common Stock which results in the holders of the Shares receiving, in the aggregate, a 7.990% (the “Percentage”) economic interest in the entire equity of the Enterprise (as hereafter defined) immediately prior to consummation of the IPO Transaction; provided, however, that the parties acknowledge and agree that: (i) the Percentage is based upon the assumption that the Enterprise will be subject to $500 million of net indebtedness (i.e., total indebtedness minus cash) immediately prior to or simultaneously with consummation of the IPO Transaction (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries); (ii) to the extent that the Enterprise is subject to less than $500 million of net indebtedness at such time (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries), the Percentage will be reduced by subtracting the Adjustment Amount (as hereafter defined) from the Percentage; and (iii) to the extent that the Enterprise is subject to in excess of $500 million of net indebtedness at such time (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries), the Percentage will be increased by adding the Adjustment Amount to the Percentage. The “Adjustment Amount” shall mean the product of (x) 0.6322% and (y) that fraction obtained by dividing the positive difference between $500 million and the actual net indebtedness of the Enterprise immediately prior to or simultaneously with consummation of the IPO Transaction (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries) by $100 million. Set forth on Schedule 1.7 hereto is an example of how the Percentage shall be calculated. At Closing, the remaining economic interest in the Enterprise will be held, directly or indirectly, by AREH. The term “Enterprise” shall mean a combination or consolidation of entities which includes 100% of the equity interests in each of AREP Oil & Gas, National Onshore, National Offshore and the Company.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act shall have been declared effective, unless an exemption therefrom is available. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Stock in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

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